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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
DOL Proposes Rules Clarifying When ERISA Fiduciaries Need to Vote Proxies
On August 31, 2020, the U.S. Department of Labor (the “DOL”) proposed for public comment rules to clarify a misunderstanding that ERISA fiduciaries are required to vote all proxies, which it believes has caused plans to expend assets unnecessarily and without economic benefit to plan beneficiaries. The proposed rules provide that “fiduciaries must not vote in circumstances where plan […]
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Posted in Corporate Elections & Voting, Court Cases, ESG, Practitioner Publications, Securities Regulation
Tagged DOL, Engagement, ERISA, ESG, Fiduciary duties, Proxy advisors, Securities regulation, Shareholder voting
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Addressing the Challenge of Board Racial Diversity
After taking up the challenge of increasing board gender diversity, companies are now increasingly facing the challenge of achieving board racial diversity. Recent social unrest over systemic racial injustice has pushed racial inequity into sharp relief, leading many companies to consider actions they could take to implement the needed systemic transformation. Because, as it’s often […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Board leadership, Boards of Directors, Diversity, ESG, Social networks, Surveys
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Designing More Durable JV Agreements
When Honeywell restructured its highly-successful joint venture in Japan with Yamatake in 1990, the dealmakers included vaguely-defined scope and exclusivity terms—a decision that ultimately contributed to the end of the 40-year partnership. These terms allowed both Honeywell and the JV to compete in “Other Asia,” a geographic market which included China; the parties felt their […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Contracts, Joint ventures, Non-competition agreements
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Incentive Design Changes in Response to Covid-19
Observations From June 1st to August 7th, 25 Russell 1000 companies announced changes to their current or go-forward incentive programs to address Covid-19’s impact: Ten companies made changes to current, in-process incentive plans Annual incentive plan: Schlumberger, Adobe, Newell Brands, Darden Restaurants, Hess, Lamb Weston, Lions Gate Entertainment, Sabre, and WEX PSUs: NIKE, Lamb Weston, […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged COVID-19, Executive Compensation, Incentives, Management, Pay for performance, Performance measures
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CEO Leadership: Navigating the New Era in Corporate Governance
At the end of 2019 (which now seems so long ago), my book CEO Leadership: Navigating the New Era in Corporate Governance was published by The University of Chicago Press. My target audience is current and future CEOs and board members, those who advise them and those who teach law and business school students who […]
Click here to read the complete postCyber Risk and the Corporate Response to COVID-19
As companies rapidly implemented remote work in response to the COVID-19 pandemic, they faced new security risks. Many will encounter additional threats as they reopen or move to hybrid environments. CRDN members met on July 2, 2020, to discuss how remote work has changed cyber risk and to consider how companies can mitigate those risks. […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged COVID-19, Cybersecurity, Human capital, Risk management
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The Illusion Of Reasoning
The gentlemen do protest too much, we think—with apologies to William Shakespeare for abusing his fine words in Hamlet, Prince of Denmark. Lucian Bebchuk and Roberto Tallarita, both at Harvard, have joined fellow princes in academia (not a princess in sight) and, it seems, the Financial Times in a veritable onslaught on stakeholder capitalism over […]
Click here to read the complete postDelaware Chancery Court Clarifies the “Ab Initio” Requirement
In In re HomeFed Corp. Stockholder Litigation (“HomeFed”), the Delaware Court of Chancery considered on a motion to dismiss whether a squeeze-out merger by a controlling stockholder complied with the procedural framework set forth in Kahn v. M&F Worldwide Corp. (“MFW”). In MFW, the Delaware Supreme Court held that the business judgment rule—rather than the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director liability, Liability standards, Merger litigation, Mergers & acquisitions, MFW, Special committees
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SEC Expands Population Eligible to Participate in Certain Private Offerings
The SEC yesterday [August 26, 2020] voted 3-2 to adopt amendments expanding the definition of “accredited investor,” with related expansions to the entity types that may qualify as “qualified institutional buyers” under Rule 144A. These changes, which will become effective sixty days after publication in the Federal Register, are part of the SEC’s broad ongoing project […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accredited investors, Capital formation, FINRA, Institutional Investors, Investment Company Act, Investor protection, Private funds, SEC, SEC rulemaking
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